Campus Management Corporation
ASBCA No. 59924, 59925
A.S.B.C.A.Apr 20, 2017Background
- Contract (SP4705-12-C-0012) awarded to Campus Management Corp. (CMC) for Student Information System software, initial price ~$993,389 and option year one priced $298,982.76; Mod 5 (Nov 25, 2013) added $37,000 for Blackboard integration.
- Government issued a convenience termination (Mod P00006) on May 2, 2014 during option year one; CO directed work stoppage and stated contractor not paid for avoidable costs.
- CMC submitted a termination settlement request (Sept 30, 2014) and two certified claims (Jan 20, 2015): $124,576.15 (termination costs) and $211,406.61 (unpaid invoices, later reduced to $174,406.61 after crediting incomplete Mod 5 work).
- Government paid outstanding invoices on Mar 7, 2016 except $37,000 attributed to incomplete Mod 5; parties agreed PPA interest prior to claim date = $2,228 (government conceded this amount).
- CMC sought additional termination-related costs (Blackboard labor, CenturyLink early termination fees, software licenses, hardware, training, data-center build/shutdown) largely supported by a declaration from CMC finance director; Board scrutinized record support and standard business records.
- Board proceeded on the record (no hearing), decided entitlement and quantum together; denied most performance-cost claims for lack of documentary proof but awarded select amounts and interest.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Entitlement to termination costs under FAR 52.212-4(1) | CMC: entitled to unrecovered portion of option-year performance costs and reasonable termination charges (claimed specific items and a 30% unrecovered rate). | Gov: CMC must prove costs with standard records; many claimed items unproven/speculative. | Board: CMC bears burden of proof; most performance costs denied for lack of documentary support. |
| Compensation for Blackboard integration labor | CMC: 31.5 hours at $225/hr (commercial rate) for employee Clement. | Gov: hours should be compensated only at contractor's actual burdened cost; offered GSA-derived $130/hr as reasonable rate. | Board: hours are compensable; awarded $130/hr × 31.5 = $4,095; rejected $225/hr absent proof of CMC's burdened cost. |
| Early termination fees from telecom provider (CenturyLink) | CMC: two invoices for early termination fees totaling $9,530 (one $377.66, one $9,152.40). | Gov: earlier invoice predates termination and is not caused by termination. | Board: rejected the pre-termination-dated invoice; awarded $9,152.40 as a compensable termination cost. |
| Interest on late-paid invoices (PPA and CDA interest) | CMC: PPA interest until claim filing; CDA interest thereafter until payment. | Gov: disputes necessary for a CDA claim; argues CDA interest not owing after claim because payments not truly disputed. | Board: found a valid CDA claim (invoice delay/unreasonable delay suffices); awarded conceded PPA interest ($2,228) pre-claim and CDA interest from Jan 20, 2015 to Mar 7, 2016 on $174,406.61. |
Key Cases Cited
- Lisbon Contractors v. United States, 828 F.2d 759 (Fed. Cir.) (contractor bears burden to prove termination recovery)
- Reflectone, Inc. v. Dalton, 60 F.3d 1572 (Fed. Cir.) (invoices can become claims when payment is disputed or government unreasonably delays)